This is a single arm Phase II study to explore the safety and efficacy of the combination of Taxotere and Herceptin in women with Her-2 overexpressing breast cancer who have received prior anthracycline therapy. Taxotere will be administered weeekly for three consecutive weeks with one week of rest, and Herceptin (loading dose of 4 mg/kg on week one followed by 2 mg/kg/weekly) will administered weekly. Response will be assessed after every 12 weeks of therapy. All patients will receive at least 16 weeks of therapy unless limited by toxicity and may continue on therapy until disease progression or undue toxicity is documented. All patients will be assessed for toxicity and adverse events weekly. Herceptin may be continued following best response on the combined regimen at the discretion of the investigator. Patients will be followed until progression or death is documented.